Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Jun. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'IIM Global Corp | ' |
Entity Central Index Key | '0001534154 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | 160,623,289 | ' |
Entity Public Float | ' | $0 |
Document Type | '10-K | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
ASSETS | ' | ' | ||
Cash | $5,349 | $17,568 | ||
Accounts receivable | ' | 117,924 | ||
Other current assets | 112,000 | ' | ||
Total Current Assets | 117,349 | 135,492 | ||
Property and equipment, net | 38,011 | 59,492 | ||
Intangible, net | 393,146 | 184,333 | ||
Total Assets | 548,506 | 379,317 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' | ||
Accounts payable and accrued expenses | 50,510 | 90,048 | ||
Related party payables | 16,175 | 13,560 | ||
Promissory notes-related party | 224,615 | ' | ||
Total Current Liabilities | 291,300 | 103,608 | ||
Total Liabilities | 291,300 | 103,608 | ||
Stockholders' equity | ' | ' | ||
Common stock, 300,000,000 shares authorized $0.0001 par value, 160,623,289 and 1,500,000 shares issued and outstanding at December 31, 2013 and 2012, respectively | 16,062 | [1] | 150 | [1] |
Additional paid-in capital | 1,731,878 | 790,055 | ||
Accumulated deficit | -1,490,734 | -514,496 | ||
Total Stockholder's Equity | 257,206 | 275,709 | [1] | |
Total Liabilities and Stockholders' Equity | $548,506 | $379,317 | ||
[1] | The December 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 2. |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 160,623,289 | 1,500,000 |
Common stock, shares outstanding | 160,623,289 | 1,500,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Product revenues | ' | $7,695,067 |
Support and maintenance revenues | ' | ' |
Total Revenues | ' | 7,695,067 |
Cost of Goods Sold | ' | 6,500,195 |
Gross Profit | ' | 1,194,872 |
Operating Expenses | ' | ' |
Depreciation and amortization | 44,530 | 42,014 |
Research and development | 44,000 | ' |
General and administrative | 882,925 | 960,545 |
Total Operating Expenses | 971,455 | 1,002,559 |
(Loss)/Income from operations | -971,455 | 192,313 |
Other Income | ' | ' |
Interest income | 20 | ' |
Interest expense | -4,803 | ' |
Total Other Income | -4,783 | ' |
(Loss)/income before income taxes | -976,238 | 192,313 |
Income taxes | ' | ' |
Net (loss)/Income | ($976,238) | $192,313 |
(Loss)/earnings per share - basic and diluted | ($0.02) | $0.01 |
Weighted average shares - basic and diluted | 63,650,780 | 19,439,726 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Common Stock Subscribed [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | ||
Balance at Dec. 31, 2011 | $345,850 | $2,000 | ' | $1,052,159 | ($708,309) | ||
Balance, shares at Dec. 31, 2011 | ' | 20,000,000 | ' | ' | ' | ||
Issuance of shares upon exercise of stock options | 800 | 900 | ' | -100 | ' | ||
Issuance of shares upon exercise of stock options, shares | 4,000,000 | 9,000,000 | ' | ' | ' | ||
Issuance of shares to settle liabilities | ' | ' | ' | ' | ' | ||
Debt forgiven by related parties | ' | ' | ' | ' | ' | ||
Issuance of shares for cash | 100 | 100 | ' | ' | ' | ||
Issuance of shares for cash, shares | ' | 1,000,000 | ' | ' | ' | ||
Stock issued upon reverse merger | ' | ' | ' | ' | ' | ||
Redemption of common stock | -1,950 | -1,950 | ' | ' | ' | ||
Redemption of common stock, shares | -19,500,000 | -19,500,000 | ' | ' | ' | ||
Additional contributed capital | -262,854 | ' | ' | -262,854 | ' | ||
Recapitalization | 1,450 | -900 | ' | 850 | 1,500 | ||
Recapitalization, shares | ' | -9,000,000 | ' | ' | ' | ||
Net (loss)/income | 192,313 | ' | ' | ' | 192,313 | ||
Balance at Dec. 31, 2012 | [1] | 275,709 | 150 | ' | 790,055 | -514,496 | |
Balance, shares at Dec. 31, 2012 | 1,500,000 | 1,500,000 | [1] | ' | ' | ' | |
Issuance of shares upon exercise of stock options, shares | 0 | ' | ' | ' | ' | ||
Issuance of shares to settle liabilities | 115,097 | 46 | ' | 115,051 | ' | ||
Issuance of shares to settle liabilities, shares | 460,390 | 460,390 | ' | ' | ' | ||
Debt forgiven by related parties | 128,456 | ' | ' | 128,456 | ' | ||
Issuance of shares for cash | ' | 191 | -515,000 | 514,809 | ' | ||
Issuance of shares for cash, shares | ' | 1,910,000 | ' | ' | ' | ||
Common stock subscribed | 515,000 | ' | 515,000 | ' | ' | ||
Stock issued upon reverse merger | 199,180 | 15,675 | ' | 183,507 | ' | ||
Stock issued upon reverse merger, shares | ' | 156,752,899 | ' | ' | ' | ||
Net (loss)/income | -976,238 | ' | ' | ' | -976,238 | ||
Balance at Dec. 31, 2013 | $257,206 | $16,062 | ' | $1,731,878 | ($1,490,734) | ||
Balance, shares at Dec. 31, 2013 | 160,623,289 | 160,623,289 | ' | ' | ' | ||
[1] | The December 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 2. |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
OPERATING ACTIVITIES: | ' | ' |
Net (loss)/income | ($976,238) | $192,313 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 44,530 | 42,014 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 117,924 | -117,924 |
Other assets | -112,000 | ' |
Accounts payable and accrued expenses | -39,538 | 50,239 |
Due to related parties | 64,730 | 13,560 |
Net cash (used in)/provided by operating activities | -900,592 | 180,202 |
INVESTING ACTIVITIES: | ' | ' |
Loan receivable | ' | -245,865 |
Investment in intangibles | -231,860 | -102,203 |
Net cash used in investing activities | -231,860 | -348,068 |
FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of common stock | 515,000 | 800 |
Proceeds from issuance of promissory notes | 162,500 | ' |
Issuance of common stock to settle liabilities | 115,097 | ' |
Debt forgiven by related parties | 128,456 | ' |
Shares issued upon reverse merger | 199,180 | ' |
Additional contributed capital | ' | 180,230 |
Net cash provided by financing activities | 1,120,233 | 181,030 |
Net (decrease)/increase in cash | -12,219 | 13,164 |
CASH AT BEGINNING OF PERIOD | 17,568 | 4,404 |
CASH AT END OF PERIOD | 5,349 | 17,568 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Stock issued to settle consulting fees | 115,098 | ' |
Stock issued to effect reverse merger | ' | ' |
OVERVIEW
OVERVIEW | 12 Months Ended |
Dec. 31, 2013 | |
OVERVIEW [Abstract] | ' |
OVERVIEW | ' |
1. OVERVIEW | |
Description of business and merger | |
IIM Global Corporation (formerly Silverwood Acquisition Corporation) ("IIM Global" or the "Company") was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. IIM Global has been in the developmental stage since inception. In addition to a change in control of its management and shareholders, the Company's operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. IIM Global was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. | |
On December 20, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name to IIM Global Corporation and filed such change with the State of Delaware. The registrant redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. The current officers and directors resigned, and a new officer/director was appointed and elected resulting in the change of control of the Company. | |
On August 12, 2013, IIM Global acquired Innovation in Motion Inc., a Florida corporation ("Innovation in Motion"), in a stock-for-stock transaction (the "Acquisition"). The purpose of the Acquisition was to facilitate and prepare the Company for a registration statement and/or public offering of securities. | |
The Acquisition was effected by the Company through the exchange of each of the outstanding shares and interests of Innovation in Motion for 1.6 shares of common stock of the Company. As a result, in the Acquisition, 97,970,562 shares and interests of common stock of Innovation in Motion were exchanged for, and converted into, 156,752,899 shares of common stock of the Company. | |
Innovation in Motion was formed in April 2009 in the State of Florida, and was a private company operating in two technology fields: the handheld identification market and mobile payment market. Since its inception, Innovation in Motion has provided handheld mobile biometric devices which are used primarily by government and law enforcement agencies to capture and process the unique characteristics of individuals to verify their identities. Additionally, the Company has recently introduced a new highly secured biometric wallet device to store personal data including credit card and banking information to be used in a variety of transactions. The Company has a business focus in the identification, security and mobile payment businesses, and it had its technology used during the election process in Ghana, Africa. The Company has a range of state-of-the-art products in these fields and has begun serious market penetration with the sale and placement of units. | |
As a result of the Acquisition, Innovation in Motion became a wholly owned subsidiary of the Company. The Company, as the sole shareholder of Innovation in Motion, has taken over the operations and business plans of Innovation in Motion. | |
Reverse Merger Accounting | |
Since former Innovation in Motion security holders owned, after the merger, the majority of IIM Global shares of common stock, and as a result of certain other factors, including that all members of the Company's executive management are from Innovation in Motion, Innovation in Motion is deemed to be the acquiring company for accounting purposes and the merger was accounted for as a reverse merger and a recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). These consolidated financial statements reflect the historical results of Innovation in Motion prior to the merger and that of the combined Company following the merger, and do not include the historical financial results of IIM Global prior to the completion of the merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the merger. | |
Going Concern | |
The Company has an accumulated deficit of $1,490,734 as of December 31, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. | |
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiating with other business entities for potential acquisition and /or acquiring new clients to generate revenues. | |
Management and shareholders used their personal funds to pay for certain expenses incurred by the Company in 2013. There is no assurance that the Company will ever be profitable. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. | |
Use of Estimates | |
In preparing these consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. | |
Fair Value Measurements | |
ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2013 and 2012. | |
Cash and Cash Equivalents | |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2013 and 2012. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |
Concentration of Revenues and Accounts Receivables | |
In 2012, one customer accounted for 100% of revenues and accounts receivable and one vendor accounted for 100% of cost of sales and purchases. There was no sales activity for the year ended December 31, 2013. | |
Revenue Recognition | |
The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") No. 605, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. During the second half of fiscal year 2012, the Company entered into an agreement to provide biometric verification solutions for the "Ghana 2012 Election", in connection with this agreement, the Company entered into another agreement to outsource the manufacturing of the hardware component (handheld devices). The manufacturer of the handheld devices also covers the warranty on any defective units for a period of twelve months. All services requested under the Ghana 2012 Election project were delivered and accepted in 2012 and management does not expect any future commitment or involvement and accordingly all revenues and related costs related to this agreement were recorded during the first half of the year ended December 31, 2012. There were no revenues generated during the year ended December 31, 2013. | |
Income Taxes | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2013 and 2012, there were no deferred taxes. | |
Share Based Compensation | |
The Company applies ASC 718, Shares-Based Compensation to account for its service providers' share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors' communications and public relations with broker-dealers, market makers and other professional services. | |
In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. | |
Net Income (Loss) per Common Share | |
The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. | |
Property and Equipment, net | |
Property and equipment consisted of furniture and fixtures and computer equipment, and are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated service lives of three years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property equipment are recorded upon disposal. All property equipment were purchased by one of the Company's officers and shareholder and were recorded as additional capital contribution in the accompanying balance sheet. Depreciation expense amounted to $21,482 for each of the years ended December 31, 2013 and 2012. | |
Intangible Assets | |
Acquired intangible assets are amortized over their useful lives unless the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. Amortization of finite-lived intangible assets is computed over the useful lives of the respective assets. The Company amortizes intangible assets over ten years. Amortization expense amounted to $23,074 and $20,532 for the years ended December 31, 2013 and 2012, respectively. | |
Impairment of Long-Lived Assets | |
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. | |
If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the years ended December 31, 2013 and 2012, there were no impairment charges. | |
Recent Accounting Pronouncements | |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Not Adopted | |
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our consolidated financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |
OTHER_CURRENT_ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2013 | |
OTHER CURRENT ASSETS [Abstract] | ' |
OTHER CURRENT ASSETS | ' |
3. OTHER CURRENT ASSETS | |
On October 23, 2013 the Company entered into an office building lease with purchase option, the lease is for the Company's corporate office in Longwood, Florida. The Company has the option to purchase the building at the end of the 6 months lease term for a total purchase price of $430,000 less the non-refundable deposit that was paid on the lease initiation. The amount of the deposit and prepaid lease amounted to $112,000 as of December 31, 2013. | |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
4. PROPERTY & EQUIPMENT | |||||||||
Property and equipment consist of the following as of December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Computer | $ | 32,035 | $ | 32,035 | |||||
Furniture | 54,016 | 54,016 | |||||||
86,051 | 86,051 | ||||||||
Less depreciation | (48,040 | ) | (26,559 | ) | |||||
$ | 38,011 | $ | 59,492 | ||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INTANGIBLE ASSETS [Abstract] | ' | ||||||||
INTANGIBLE ASSETS | ' | ||||||||
5. INTANGIBLE ASSETS | |||||||||
Intangible assets consist of the following as of December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
HDR | $ | 146,706 | $ | 130,432 | |||||
SRIO | 102,259 | 86,673 | |||||||
Software | 200,000 | - | |||||||
448,965 | 217,105 | ||||||||
Less amortization | (55,819 | ) | (32,772 | ) | |||||
$ | 393,146 | $ | 184,333 | ||||||
Intangible assets consist of legal and global patent registration costs related to the Company's technology HDR (Handheld biometric mobile devices) and SRIO (Biometric wallet devices). | |||||||||
In April 2013, the Company purchased software from an unrelated third party for $200,000 in cash. The software purchased is an Android platform application which provides the capability to make NFC type of payment transactions on Point of Sale terminals. The Company plans to incorporate this software into our SRIO product to be sold along with the actual device. |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ' | ||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | ||||||||
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||||||||
Accounts payable and accrued expenses consist of the following as of December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Accounts payable | $ | 19,638 | $ | 67,403 | |||||
Payroll related liabilities | 26,069 | 5,869 | |||||||
Other current liabilities | 4,803 | 16,776 | |||||||
Total Accrued Payable and Accrued Expenses | $ | 50,510 | $ | 90,048 | |||||
Due to Related Parties | $ | 16,175 | $ | 13,560 | |||||
On January 2, 2013 the Company entered into a deferred payment agreement with two Company officers, under the terms of the deferred payment agreement the two officers agreed to defer their monthly compensation payments including expenses for a period of up to six months from the date of the agreement. As an incentive to the two officers to enter into this agreement, the Company agreed to issue the first officer 100,000 of the Company's pre-merger common shares which were issued on June 30, 2013 and recoded as share based compensation, additionally, the Company granted the second officer the right to convert any and all amounts owed to him under this agreement into the Company's common shares at a conversion rate of $0.25 per share. Total amount deferred under this agreement was $296,096 as of June 30, 2013. | |||||||||
On June 30, 2013, the Company entered into a new agreement with the two officers whereby an amount of $167,640 of the deferred payment liability was converted to Company's common stock at a price of $0.25 which resulted in the issuance of 670,562 pre-merger common shares. Additionally, one officer forgave the remaining portion of his deferred payment of $128,456 which resulted in the Company recording additional paid in capital for the amount forgiven in the accompanying balance sheet for the year ended December 31, 2013 because this officer was a shareholder. | |||||||||
On September 30, 2013, the Company issued a total of 460,390 common shares to two shareholders to settle approximately $115,000 of accrued liabilities that was owed to these shareholders. | |||||||||
RESEARCH_AND_DEVELOPMENT
RESEARCH AND DEVELOPMENT | 12 Months Ended |
Dec. 31, 2013 | |
RESEARCH AND DEVELOPMENT [Abstract] | ' |
RESEARCH AND DEVELOPMENT | ' |
7. RESEARCH AND DEVELOPMENT | |
On April 1, 2013, the Company entered into an engineering contract for the hardware and software development of our next generation HDR device called the HDR+. The device is to be used by government and enterprise customers to capture all forms of machine readable data as well as the facial and fingerprint biometric information of persons. The total development costs for HDR+ will amount to approximately $430,000. As of December 31, 2013, the Company has paid $44,000 in cash which has been recorded as research and development expense. | |
PROMISSORY_NOTES_RELATED_PARTY
PROMISSORY NOTES - RELATED PARTY | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROMISSORY NOTES ? RELATED PARTY [Abstract] | ' | ||||||||
PROMISSORY NOTES ? RELATED PARTY | ' | ||||||||
8. PROMISSORY NOTES - RELATED PARTY | |||||||||
Promissory notes - related party totaled $240,790 and $0 as of December 31, 2013 and 2012, respectively, as described below: | |||||||||
2013 | 2012 | ||||||||
Promissory note issued to a company owned by one of the stockholders in October 2013 with a term of six months and bear interest at the rate of 15%. The proceeds from the note were used to pay the deposit to purchase the Company's building located in Longwood, Florida (see Note 3) | $ | 120,000 | $ | - | |||||
Promissory notes issued to two directors in October 2013, in place of the Company's expense reimbursement, the notes have a term of six months and bear interest at the rate of 15%. | 62,125 | - | |||||||
Promissory note issued to a stockholder in November 2013 with a term of six months and bear interest at the rate of 15%. | 20,000 | - | |||||||
Promissory note issued to a stockholder in December 2013 with a term of six months and bear interest at the rate of 15%. | 22,500 | - | |||||||
$ | 224,625 | $ | - | ||||||
STOCK_OPTIONS
STOCK OPTIONS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
STOCK OPTIONS [Abstract] | ' | ||||||||||||||||
STOCK OPTIONS | ' | ||||||||||||||||
9. STOCK OPTIONS | |||||||||||||||||
There was no unvested compensation as of December 31, 2013 and 2012. The Company granted 0 and 4,000,000 stock options to Directors during the years ended December 31, 2013 and 2012, respectively. Compensation expense related to stock options granted was insignificant during the year ended December 31, 2012. Stock options exercised were 0 and 4,000,000 (pre-stock split) during the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
There were no stock options granted during 2013. For the year ended December 31, 2012, the fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Because the Black-Scholes option valuation model incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on historical volatilities of the comparable publicly traded companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
Expected Volatility | 75 | % | |||||||||||||||
Expected dividends | −% | ||||||||||||||||
Expected terms (in years) | 1 | ||||||||||||||||
Risk-free rate | 0.16 | % | |||||||||||||||
Forfeiture rate | −% | ||||||||||||||||
A summary of (pre-stock split) option activity as of December 31, 2012 and changes during the year then ended is presented below: | |||||||||||||||||
Options | Weighted- | Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Life (Years) | ||||||||||||||||
Outstanding at December 31, 2011 | - | $ | - | - | $ | - | |||||||||||
Granted | 4,000,000 | 0.0002 | 1 | - | |||||||||||||
Exercised | (4,000,000 | ) | 0.0002 | 1 | - | ||||||||||||
Forfeited or expired | - | - | - | - | |||||||||||||
Outstanding at December 31, 2012 | - | $ | - | - | $ | - | |||||||||||
Exercisable at December 31, 2012 | - | $ | - | - | $ | - | |||||||||||
There was no stock option activity for the year ended December 31, 2013. | |||||||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
INCOME TAXES [Abstract] | ' | ||||||||||||||||
INCOME TAXES | ' | ||||||||||||||||
10. INCOME TAXES | |||||||||||||||||
Our provisions for income taxes for the years ended December 31, 2013 and 2012, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Current Tax Provision: | |||||||||||||||||
Federal and state | |||||||||||||||||
Taxable income | $ | - | $ | - | |||||||||||||
Total current tax provision | $ | - | $ | - | |||||||||||||
Deferred Tax Provision: | |||||||||||||||||
Federal and state | |||||||||||||||||
Net loss carryforwards | $ | (1,491,000 | ) | $ | (514,000 | ) | |||||||||||
Change in valuation allowance | 1,491,000 | 514,000 | |||||||||||||||
Total deferred tax provision | $ | - | $ | - | |||||||||||||
Deferred tax assets at December 31, 2013 and 2012 consisted of the following: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Net operating loss carryforwards | $ | 522,000 | $ | 180,000 | |||||||||||||
Valuation allowance | (522,000 | ) | (180,000 | ) | |||||||||||||
Net deferred tax assets | $ | - | $ | - | |||||||||||||
Internal Revenue Code Section 382 and similar California rules place a limitation on the amount of taxable income that can be offset by net operating loss carryforwards ("NOL") after a change in control (generally greater than a 50% change in ownership). Transactions such as planned future sales of our common stock may be included in determining such a change in control. These factors give rise to uncertainty as to whether the net deferred tax assets are realizable. We have approximately $1,491,000 in NOL at December 31, 2013 that will begin to expire in 2029 for federal and state purposes and could be limited for use under IRC Section 382. We have recorded a valuation allowance against the entire net deferred tax asset balance due because we believe there exists a substantial doubt that we will be able to realize the benefits due to our lack of a history of earnings and due to possible limitations under IRC Section 382. A reconciliation of the expected tax benefit computed at the U.S. federal and state statutory income tax rates to our tax benefit for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Federal income tax rate at 35% | $ | (522,000 | ) | 35 | % | $ | (180,000 | ) | 35 | % | |||||||
State income tax, net of federal benefit | - | - % | - | - % | |||||||||||||
Change in valuation allowance | 522,000 | (35.0 | )% | 180,000 | (35.0 | )% | |||||||||||
Benefit for income taxes | $ | - | - % | $ | - | - % | |||||||||||
We file income tax returns in the U.S. with varying statutes of limitations. Our policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2013 and 2012. We have no unrecognized tax benefits and thus no interest or penalties included in the financial statements. | |||||||||||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
Dec. 31, 2013 | |
STOCKHOLDER?S EQUITY [Abstract] | ' |
STOCKHOLDER?S EQUITY | ' |
11. STOCKHOLDER'S EQUITY | |
During the year ended December 31, 2012, the Company issued 9,000,000 shares to three officers and directors related to exercise of their stock options at an exercise price of $0.0002 per share. | |
On December 20, 2012, the Company redeemed an aggregate of 19,500,000 of the outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. | |
On December 21, 2012, the Company issued 1,000,000 shares to an officer of the company at $0.0001. | |
In April 2013, the Company entered into various stockholder subscription agreements with 5 private investors in order to provide working capital for the Company. The agreements stipulate that the shares of common stock will not be issued to the investors until the execution of the reverse merger agreement and subsequent Initial Public Offering. The Company raised $515,000 in cash from the stockholder subscription agreements for the purchase of 1,910,000 shares of common stock. These shares were issued during the quarter ended September 30, 2013. | |
On August 12, 2013, IIM Global acquired Innovation in Motion Inc., in a stock-for-stock transaction. The purpose of the Acquisition was to facilitate and prepare the Company for a registration statement and/or public offering of securities. The Acquisition was effected by the Company through the exchange of each of the outstanding shares and interests of Innovation in Motion for 1.6 shares of common stock of the Company. As a result, in the Acquisition, 97,970,562 shares and interests of common stock of Innovation in Motion were exchanged for, and converted into, 156,664,943 shares of common stock of the Company. | |
On September 30, 2013, the Company issued a total of 460,390 common shares to two shareholders to settle approximately $115,000 of accrued liabilities that was owed to these shareholders. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
12. COMMITMENTS AND CONTINGENCIES | |
Operating Leases | |
The Company leases its building under a six months term lease with an option to buy at the end of the term (see Note 3). During the lease term, the Company is required to make a monthly lease payment of $3,000 per month. Rent expense amounted to $62,084 and $8,680 during the years ended December 31, 2013 and 2012, respectively. | |
Executive Compensation | |
On October 1, 2011, an employment agreement was executed with a Company officer for a base salary of $210,000 per year. The officer is also entitled to an annual bonus which is based on performance and attaining certain operational milestones. | |
On June 30, 2013, the Company officer agreed to forgive his deferred and accrued salary amounted to $128,456 that was entitled to him under the employment agreement for the period from January to June 2013 (see Note 6) and was subsequently included into additional paid in capital because he was a shareholder. | |
On July 1, 2013, the Company officer agreed to adjust his total compensation to $1.00 per year and will not receive no other benefits or other forms of compensation which shall be paid by the Company. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
13. SUBSEQUENT EVENTS | |
On February 13, 2014 the Company filed a registration statement on Form S-1 for the offer and sale by certain shareholders of 58,673,987 shares of common stock held by those shareholders at a price of $0.60. The registration statement is not effective at the time of filling this Report and no sales can be made there from. | |
On March 31, 2014 IIM Global was able to raise $600,000.00 in capital as a six month bridge loan from Penn Investments Inc. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
In preparing these consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2013 and 2012. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2013 and 2012. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |
Concentration of Revenues and Accounts Receivables | ' |
Concentration of Revenues and Accounts Receivables | |
In 2012, one customer accounted for 100% of revenues and accounts receivable and one vendor accounted for 100% of cost of sales and purchases. There was no sales activity for the year ended December 31, 2013. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") No. 605, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. During the second half of fiscal year 2012, the Company entered into an agreement to provide biometric verification solutions for the "Ghana 2012 Election", in connection with this agreement, the Company entered into another agreement to outsource the manufacturing of the hardware component (handheld devices). The manufacturer of the handheld devices also covers the warranty on any defective units for a period of twelve months. All services requested under the Ghana 2012 Election project were delivered and accepted in 2012 and management does not expect any future commitment or involvement and accordingly all revenues and related costs related to this agreement were recorded during the first half of the year ended December 31, 2012. There were no revenues generated during the year ended December 31, 2013. | |
Income Taxes | ' |
Income Taxes | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2013 and 2012, there were no deferred taxes. | |
Share-Based Compensation | ' |
Share Based Compensation | |
The Company applies ASC 718, Shares-Based Compensation to account for its service providers' share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors' communications and public relations with broker-dealers, market makers and other professional services. | |
In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. | |
Net Income (Loss) per Common Share | ' |
Net Income (Loss) per Common Share | |
The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. | |
Property and Equipment, net | ' |
Property and Equipment, net | |
Property and equipment consisted of furniture and fixtures and computer equipment, and are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated service lives of three years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property equipment are recorded upon disposal. All property equipment were purchased by one of the Company's officers and shareholder and were recorded as additional capital contribution in the accompanying balance sheet. Depreciation expense amounted to $21,482 for each of the years ended December 31, 2013 and 2012. | |
Intangible Assets | ' |
Intangible Assets | |
Acquired intangible assets are amortized over their useful lives unless the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. Amortization of finite-lived intangible assets is computed over the useful lives of the respective assets. The Company amortizes intangible assets over ten years. Amortization expense amounted to $23,074 and $20,532 for the years ended December 31, 2013 and 2012, respectively. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. | |
If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the years ended December 31, 2013 and 2012, there were no impairment charges. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the consolidated financial statements. | |
Not Adopted | |
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our consolidated financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. | |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
2013 | 2012 | ||||||||
Computer | $ | 32,035 | $ | 32,035 | |||||
Furniture | 54,016 | 54,016 | |||||||
86,051 | 86,051 | ||||||||
Less depreciation | (48,040 | ) | (26,559 | ) | |||||
$ | 38,011 | $ | 59,492 | ||||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
INTANGIBLE ASSETS [Abstract] | ' | ||||||||
Schedule of Intangible Assets | ' | ||||||||
2013 | 2012 | ||||||||
HDR | $ | 146,706 | $ | 130,432 | |||||
SRIO | 102,259 | 86,673 | |||||||
Software | 200,000 | - | |||||||
448,965 | 217,105 | ||||||||
Less amortization | (55,819 | ) | (32,772 | ) | |||||
$ | 393,146 | $ | 184,333 | ||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_E1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ' | ||||||||
Schedule of Accounts Payable and Accrued Expenses | ' | ||||||||
2013 | 2012 | ||||||||
Accounts payable | $ | 19,638 | $ | 67,403 | |||||
Payroll related liabilities | 26,069 | 5,869 | |||||||
Other current liabilities | 4,803 | 16,776 | |||||||
Total Accrued Payable and Accrued Expenses | $ | 50,510 | $ | 90,048 | |||||
Due to Related Parties | $ | 16,175 | $ | 13,560 | |||||
PROMISSORY_NOTES_RELATED_PARTY1
PROMISSORY NOTES - RELATED PARTY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
PROMISSORY NOTES ? RELATED PARTY [Abstract] | ' | ||||||||
Schedule of Promissory Notes | ' | ||||||||
2013 | 2012 | ||||||||
Promissory note issued to a company owned by one of the stockholders in October 2013 with a term of six months and bear interest at the rate of 15%. The proceeds from the note were used to pay the deposit to purchase the Company's building located in Longwood, Florida (see Note 3) | $ | 120,000 | $ | - | |||||
Promissory notes issued to two directors in October 2013, in place of the Company's expense reimbursement, the notes have a term of six months and bear interest at the rate of 15%. | 62,125 | - | |||||||
Promissory note issued to a stockholder in November 2013 with a term of six months and bear interest at the rate of 15%. | 20,000 | - | |||||||
Promissory note issued to a stockholder in December 2013 with a term of six months and bear interest at the rate of 15%. | 22,500 | - | |||||||
$ | 224,625 | $ | - | ||||||
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
STOCK OPTIONS [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value Assumptions | ' | ||||||||||||||||
31-Dec-12 | |||||||||||||||||
Expected Volatility | 75 | % | |||||||||||||||
Expected dividends | −% | ||||||||||||||||
Expected terms (in years) | 1 | ||||||||||||||||
Risk-free rate | 0.16 | % | |||||||||||||||
Forfeiture rate | −% | ||||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||
Options | Weighted- | Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Life (Years) | ||||||||||||||||
Outstanding at December 31, 2011 | - | $ | - | - | $ | - | |||||||||||
Granted | 4,000,000 | 0.0002 | 1 | - | |||||||||||||
Exercised | (4,000,000 | ) | 0.0002 | 1 | - | ||||||||||||
Forfeited or expired | - | - | - | - | |||||||||||||
Outstanding at December 31, 2012 | - | $ | - | - | $ | - | |||||||||||
Exercisable at December 31, 2012 | - | $ | - | - | $ | - | |||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
INCOME TAXES [Abstract] | ' | ||||||||||||||||
Schedule of Income Tax Provision | ' | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Current Tax Provision: | |||||||||||||||||
Federal and state | |||||||||||||||||
Taxable income | $ | - | $ | - | |||||||||||||
Total current tax provision | $ | - | $ | - | |||||||||||||
Deferred Tax Provision: | |||||||||||||||||
Federal and state | |||||||||||||||||
Net loss carryforwards | $ | (1,491,000 | ) | $ | (514,000 | ) | |||||||||||
Change in valuation allowance | 1,491,000 | 514,000 | |||||||||||||||
Total deferred tax provision | $ | - | $ | - | |||||||||||||
Schedule of Deferred Tax Assets | ' | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Net operating loss carryforwards | $ | 522,000 | $ | 180,000 | |||||||||||||
Valuation allowance | (522,000 | ) | (180,000 | ) | |||||||||||||
Net deferred tax assets | $ | - | $ | - | |||||||||||||
Schedule of Income Tax Reconciliation | ' | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Federal income tax rate at 35% | $ | (522,000 | ) | 35 | % | $ | (180,000 | ) | 35 | % | |||||||
State income tax, net of federal benefit | - | - % | - | - % | |||||||||||||
Change in valuation allowance | 522,000 | (35.0 | )% | 180,000 | (35.0 | )% | |||||||||||
Benefit for income taxes | $ | - | - % | $ | - | - % | |||||||||||
OVERVIEW_Details
OVERVIEW (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Aug. 12, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 20, 2012 | |
OVERVIEW [Abstract] | ' | ' | ' | ' |
Redemption of common stock, shares | ' | -19,500,000 | ' | ' |
Common stock, shares outstanding | ' | 1,500,000 | 160,623,289 | 20,000,000 |
Redemption of common stock | ' | ($1,950) | ' | ' |
Redemption price | ' | ' | ' | $0.00 |
Exchange of shares | 1.6 | ' | ' | ' |
Stock issued during period, acquisitions | 97,970,562 | ' | ' | ' |
Number of shares converted | 156,752,899 | ' | ' | ' |
Accumulated deficit | ' | ($514,496) | ($1,490,734) | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' |
Property and equipment, estimated useful life | '3 years | ' |
Depreciation | $21,482 | $21,482 |
Intangible asset, useful life | '10 years | ' |
Amortization | $23,074 | $20,532 |
Sales [Member] | Customer Concentration Risk [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration percentage | ' | 100.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration percentage | ' | 100.00% |
Cost of Sales [Member] | Supplier Concentration Risk [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration percentage | ' | 100.00% |
OTHER_CURRENT_ASSETS_Details
OTHER CURRENT ASSETS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
OTHER CURRENT ASSETS [Abstract] | ' | ' |
Bargain purchase price | $430,000 | ' |
Other current assets | $112,000 | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $86,051 | $86,051 |
Less depreciation | -48,040 | -26,559 |
Property and equipment, net | 38,011 | 59,492 |
Computer [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 32,035 | 32,035 |
Furniture [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $54,016 | $54,016 |
INTANGIBLE_ASSETS_Schedule_of_
INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $448,965 | $217,105 |
Less amortization | -55,819 | -32,772 |
Intangible assets, net | 393,146 | 184,333 |
HDR [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 146,706 | 130,432 |
SRIO [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 102,259 | 86,673 |
Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $200,000 | ' |
INTANGIBLE_ASSETS_Narrative_De
INTANGIBLE ASSETS (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
INTANGIBLE ASSETS [Abstract] | ' | ' | ' |
Payments to acquire intangible assets | $200,000 | $231,860 | $102,203 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Schedule of Accounts Payable and Accrued Expenses) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ' | ' |
Accounts payable | $19,638 | $67,403 |
Payroll related liabilities | 26,069 | 5,869 |
Other current liabilities | 4,803 | 16,776 |
Total Accrued Payable and Accrued Expenses | 50,510 | 90,048 |
Due to Related Parties | $16,175 | $13,560 |
ACCOUNTS_PAYABLE_AND_ACCRUED_E3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | ' | ' | ' |
Share-based compensation, shares | 100,000 | 670,562 | ' |
Conversion price | $0.25 | ' | ' |
Deferred compensation arrangement | $296,096 | ' | ' |
Amount converted | 167,640 | ' | ' |
Debt forgiven by related parties | ' | 128,456 | ' |
Issuance of shares to settle liabilities, shares | ' | 460,390 | ' |
Issuance of shares to settle liabilities | ' | $115,097 | ' |
RESEARCH_AND_DEVELOPMENT_Detai
RESEARCH AND DEVELOPMENT (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
RESEARCH AND DEVELOPMENT [Abstract] | ' | ' |
Purchase obligation | $430,000 | ' |
Research and development | $44,000 | ' |
PROMISSORY_NOTES_RELATED_PARTY2
PROMISSORY NOTES - RELATED PARTY (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Promissory notes-related party | $224,615 | ' |
Debt Instrument One [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Promissory notes-related party | 120,000 | ' |
Debt term | '6 months | ' |
Interest rate | 15.00% | ' |
Debt Instrument Two [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Promissory notes-related party | 62,125 | ' |
Debt term | '6 months | ' |
Interest rate | 15.00% | ' |
Debt Instrument Three [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Promissory notes-related party | 20,000 | ' |
Debt term | '6 months | ' |
Interest rate | 15.00% | ' |
Debt Instrument Four [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Promissory notes-related party | $22,500 | ' |
Debt term | '6 months | ' |
Interest rate | 15.00% | ' |
STOCK_OPTIONS_Narrative_Detail
STOCK OPTIONS (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |
Dec. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
STOCK OPTIONS [Abstract] | ' | ' | ' |
Granted | 1,000,000 | 0 | 4,000,000 |
Exercised | ' | 0 | -4,000,000 |
STOCK_OPTIONS_Schedule_of_Fair
STOCK OPTIONS (Schedule of Fair Value Assumptions) (Details) | 12 Months Ended |
Dec. 31, 2012 | |
STOCK OPTIONS [Abstract] | ' |
Expected Volatility | 75.00% |
Expected dividends | 0.00% |
Expected terms (in years) | '1 year |
Risk free rate | 0.16% |
Forfeiture rate | 0.00% |
STOCK_OPTIONS_Schedule_of_Stoc
STOCK OPTIONS (Schedule of Stock Option Activity) (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Dec. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Options | ' | ' | ' | ' |
Outstanding at December 31, 2011 | ' | ' | ' | ' |
Granted | 1,000,000 | 0 | 4,000,000 | ' |
Exercised | ' | 0 | -4,000,000 | ' |
Forfeited or expired | ' | ' | ' | ' |
Outstanding at December 31, 2012 | ' | ' | ' | ' |
Exercisable at December 31, 2012 | ' | ' | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' | ' |
Outstanding at December 31, 2011 | ' | $0 | $0 | ' |
Granted | ' | ' | $0.00 | ' |
Exercised | $0.00 | ' | $0.00 | ' |
Forfeited or expired | ' | ' | $0 | ' |
Outstanding at December 31, 2012 | ' | ' | $0 | $0 |
Exercisable at December 31, 2012 | ' | ' | $0 | ' |
Average Remaining Contractual Life (Years) | ' | ' | ' | ' |
Outstanding at December 31, 2011 | ' | ' | '0 years | '0 years |
Granted | ' | ' | '1 year | ' |
Exercised | ' | ' | '1 year | ' |
Outstanding at December 31, 2012 | ' | ' | '0 years | '0 years |
Exercisable at December 31, 2012 | ' | ' | '0 years | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' |
Outstanding at December 31, 2011 | ' | ' | ' | ' |
Outstanding at December 31, 2012 | ' | ' | ' | ' |
Exercisable at December 31, 2012 | ' | ' | ' | ' |
INCOME_TAXES_Schedule_of_Incom
INCOME TAXES (Schedule of Income Tax Provision) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current Tax Provision: | ' | ' |
Taxable income | ' | ' |
Total current tax provision | ' | ' |
Deferred Tax Provision: | ' | ' |
Net loss carryforwards | -1,491,000 | -514,000 |
Change in valuation allowance | 1,491,000 | 514,000 |
Total deferred tax provision | ' | ' |
INCOME_TAXES_Schedule_of_Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $522,000 | $180,000 |
Valuation allowance | -522,000 | -180,000 |
Net deferred tax assets | ' | ' |
INCOME_TAXES_Schedule_of_Incom1
INCOME TAXES (Schedule of Income Tax Reconciliation) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Amount | ' | ' |
Federal income tax rate at 35% | ($522,000) | ($180,000) |
State income tax, net of federal benefit | ' | ' |
Change in valuation allowance | 522,000 | 180,000 |
Benefit for income taxes | ' | ' |
Percent | ' | ' |
Federal income tax rate at 35% | 35.00% | 35.00% |
State income tax, net of federal benefit | 0.00% | 0.00% |
Change in valuation allowance | -35.00% | -35.00% |
Benefit for income taxes | 0.00% | 0.00% |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
INCOME TAXES [Abstract] | ' | ' |
Effective income tax rate | 35.00% | 35.00% |
Net loss carryforwards | ($1,491,000) | ($514,000) |
Net loss carryforwards, expiration | 31-Dec-29 | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDER'S EQUITY (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Aug. 12, 2013 | Dec. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 20, 2012 | |
STOCKHOLDER?S EQUITY [Abstract] | ' | ' | ' | ' | ' |
Stock issued upon reverse merger, shares | 97,970,562 | ' | ' | ' | ' |
Exchange of shares | 1.6 | ' | ' | ' | ' |
Number of shares converted | 156,752,899 | ' | ' | ' | ' |
Issuance of shares to settle liabilities, shares | ' | ' | 460,390 | ' | ' |
Issuance of shares to settle liabilities | ' | ' | ($115,097) | ' | ' |
Exercise price | ' | $0.00 | ' | $0.00 | ' |
Redemption of common stock, shares | ' | ' | ' | -19,500,000 | ' |
Redemption of common stock | ' | ' | ' | -1,950 | ' |
Redemption price | ' | ' | ' | ' | $0.00 |
Granted | ' | 1,000,000 | 0 | 4,000,000 | ' |
Statement [Line Items] | ' | ' | ' | ' | ' |
Issuance of shares for cash | ' | ' | ' | 100 | ' |
Issuance of shares upon exercise of stock options, shares | ' | ' | 0 | 4,000,000 | ' |
Common Stock [Member] | ' | ' | ' | ' | ' |
STOCKHOLDER?S EQUITY [Abstract] | ' | ' | ' | ' | ' |
Stock issued upon reverse merger, shares | ' | ' | 156,752,899 | ' | ' |
Issuance of shares to settle liabilities, shares | ' | ' | 460,390 | ' | ' |
Issuance of shares to settle liabilities | ' | ' | -46 | ' | ' |
Redemption of common stock, shares | ' | ' | ' | -19,500,000 | ' |
Redemption of common stock | ' | ' | ' | -1,950 | ' |
Statement [Line Items] | ' | ' | ' | ' | ' |
Issuance of shares for cash, shares | ' | ' | 1,910,000 | 1,000,000 | ' |
Issuance of shares for cash | ' | ' | 191 | 100 | ' |
Issuance of shares upon exercise of stock options, shares | ' | ' | ' | 9,000,000 | ' |
Common Stock Subscribed [Member] | ' | ' | ' | ' | ' |
STOCKHOLDER?S EQUITY [Abstract] | ' | ' | ' | ' | ' |
Issuance of shares to settle liabilities | ' | ' | ' | ' | ' |
Redemption of common stock | ' | ' | ' | ' | ' |
Statement [Line Items] | ' | ' | ' | ' | ' |
Issuance of shares for cash | ' | ' | ($515,000) | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 01, 2013 | Oct. 01, 2011 | |
Chief Executive Officer [Member] | Chief Executive Officer [Member] | |||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ' | ' | ' |
Monthly rental payments | $3,000 | ' | ' | ' |
Rent expense | 62,084 | 8,680 | ' | ' |
Debt forgiven by related parties | 128,456 | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Officers' compensation | ' | ' | $1 | $210,000 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $) | 1 Months Ended | |
Feb. 13, 2014 | Mar. 31, 2014 | |
Subsequent Event [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Issuance of shares for cash, shares | 58,673,987 | ' |
Price per share | $0.60 | ' |
Bridge loan | ' | $600,000 |